Jerome Grant
UNIVERSAL TECHNICAL INSTITUTEAbout Jerome Grant
Jerome A. Grant, age 61, is Universal Technical Institute’s CEO and a Class I director since November 1, 2019; he joined UTI as EVP & COO in November 2017 after senior leadership roles at McGraw-Hill and Pearson, and holds a BBA in Labor Relations and Marketing from the University of Wisconsin–Milwaukee . Under Grant’s leadership, FY2024 revenue rose to $732.7 million (+20.6% YoY) and net income increased to $42.0 million (+241% YoY), while Post-Bonus Adjusted EBITDA improved to approximately $114.4 million vs. ~$64.2 million in FY2023 . Long‑term incentive outcomes reflect solid shareholder returns: FY2022 PSUs paid 69% of target after achieving the maximum TSR modifier of 125% on a three-year basis . Say‑on‑pay support was strong, with 98.9% approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Technical Institute (UTI) | EVP & COO | Nov 2017–Oct 2019 | Led operations and digital strategy prior to CEO appointment . |
| McGraw-Hill Education | SVP, Chief Services Officer | Jun 2015–Apr 2017 | Service delivery and customer outcomes focus . |
| Pearson Education | President, Business & Technology; Chief Learning Officer; VP Digital Products; VP Technology Strategy | ~2000–2014 | Led digital product strategy and technology transformation in education . |
External Roles
| Category | Role(s) | Years | Notes |
|---|---|---|---|
| Public company boards | None | N/A | No other public company directorships disclosed . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $519,231 | $580,769 | $629,038 |
| Target Bonus (% of Salary) | 85% (per employment agreement initial target) | 100% | 100% |
| Actual Bonus Paid ($) | $388,980 | $864,000 (144% of target) | $747,500 (115% of target) |
Performance Compensation
Annual Management Incentive Plan (MIP)
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Metric | Post‑Bonus Adjusted EBITDA | Post‑Bonus Adjusted EBITDA |
| Weighting | Primary metric (company-wide) | Primary metric (company-wide) |
| Threshold | $57.716m | $98.832m |
| Target | $61.400m | $114.905m |
| Maximum | $63.856m | $125.620m |
| Actual | ~$64.2m | ~87% achievement; ~ $114.4m |
| Payout | 144% of target (CEO: $864,000) | 115% of target (CEO: $747,500) |
| Vesting | Cash paid after fiscal year end | Cash paid after fiscal year end |
Long‑Term Equity Incentives (RSUs and PSUs)
| Award | Grant Date | Shares (Target) | Target Value | Metrics & Weighting | Targets (Performance Year) | Vesting/Settlement |
|---|---|---|---|---|---|---|
| FY2024 RSUs (CEO) | 12/8/2023 | 87,761 | $925,000 | Time‑based | N/A | 1/3 annually; final in Dec 2026 |
| FY2024 PSUs (CEO) | 12/8/2023 | 87,761 | $925,000 | Revenue 60%; Adjusted EBITDA 40% | FY26 Revenue: $720/$800/$880m; Adj. EBITDA: $104/$130/$156m (T/T/M) | Earned shares vest at FY26 year-end; settled post audit; max 150% of target |
| FY2023 RSUs (CEO) | 12/8/2022 | 139,253 | $1,001,772 | Time‑based | N/A | 1/3 annually; final in Dec 2025 |
| FY2023 PSUs (CEO) | 12/8/2022 | 104,457 | $750,000 | Revenue 60%; Adjusted EBITDA 40% + TSR modifier | FY25 Revenue: $675/$750/$825m; Adj. EBITDA: $80/$100/$120m (T/T/M) | Earned shares vest at FY25 year-end; TSR modifier 75–125%; max 187.5% |
| FY2022 RSUs (CEO) | Dec 2021 | Tranches vesting through Dec 2024 | N/A | Time‑based | N/A | Final tranche vested Dec 2024 |
| FY2022 PSUs (CEO) | Dec 2021 | N/A | N/A | Revenue 60%; Operating Income 40% + TSR modifier | FY24 Revenue and Operating Income scale | Payout: 69% of target after max TSR modifier (125%) applied |
Notes:
- “T/T/M” denotes threshold/target/max performance levels.
- The TSR modifier was removed from FY2024 PSU design (alignment to operational metrics only) .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned (CEO) | % of Shares Outstanding |
|---|---|---|
| Jan 8, 2025 | 228,805 | <1% |
| Jan 9, 2024 | 204,443 | <1% |
| Jan 3, 2023 | 108,788 | <1% |
| Jan 7, 2022 | 109,961 | <1% |
| Jan 4, 2021 | 82,783 | <1% |
- Stock ownership guidelines: CEO must hold stock equal to 4x base salary; executives may not sell until guideline met; RSUs count toward compliance, PSUs count only when earned .
- Securities Trading Policy prohibits hedging and derivative transactions; Rule 10b5‑1 trading plans require pre‑approval and cannot be freely canceled; policy does not explicitly disclose pledging restrictions; no pledging disclosures were noted for Grant .
Employment Terms
| Scenario | Severance Payments | Annual Incentive | Benefits | Stock Awards | Total |
|---|---|---|---|---|---|
| Termination without Cause or for Good Reason | $679,634 (12 months salary + 140% employer medical/dental cost) | $650,000 (actual earned through termination date) | $14,321 | — | $1,343,955 |
| Termination Following Change in Control | $650,000 (12 months base salary) | $650,000 (target through termination date) | $45,226 | $4,394,257 (accelerated) | $5,739,483 |
| Disability | — | $650,000 | $45,226 | $4,394,257 | $5,089,483 |
| Death | — | $650,000 | $800,000 (life insurance) | $4,394,257 | $5,844,257 |
Key terms and governance:
- Employment Agreement (effective Nov 1, 2019): initial base salary $500,000; eligible for MIP (initial target 85% of salary); participation in Severance Plan increased to 52 weeks; benefits aligned to EVP/SVP level .
- Change‑in‑control design: No single‑trigger cash; equity acceleration generally requires a double trigger (CIC plus qualifying termination); non‑employee directors receive automatic vesting upon CIC .
- Clawback: NYSE‑compliant clawback policy for incentive compensation linked to restatements or metric corrections .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($ millions) | $607.4 | $732.7 |
| Operating Income ($ millions) | $21.4 | $58.9 |
| Net Income ($ millions) | $12.3 | $42.0 |
| Post‑Bonus Adjusted EBITDA ($ millions) | ~$64.2 | ~ $114.4 |
| New Student Starts | 22,613 | 26,885 |
Execution highlights:
- Growth/diversification: Concorde acquisition (Dec 1, 2022) and multiple program launches; expansion into aviation, HVAC/R, wind energy, robotics, welding; campus consolidation and FAA program approval .
- FY2022 PSU payout driven by revenue/operating income and maximum TSR modifier (125%), settling at 69% of target .
Board Governance
- Board service: Class I director since 2019; not independent (as CEO) .
- Committee roles: None for Grant .
- Meeting attendance: Directors met >75% attendance in FY2024 (7 meetings) and FY2023 (8 meetings) .
- Leadership structure: Non‑executive Chairman (Robert T. DeVincenzi); regular executive sessions of non‑management directors; separation of Chair/CEO roles to enhance oversight .
- Director compensation: Officers do not receive separate director compensation .
Compensation Committee Analysis
- Composition (FY2024–FY2025): FY2025 members—Michael Slubowski (Chair), LTG (R) William J. Lennox, Jr., Linda J. Srere ; FY2023 members included David A. Blaszkiewicz (Chair), Lennox, Srere, Slubowski .
- Independent consultant: Pearl Meyer retained; no additional services beyond compensation advisory; no conflicts identified .
- Peer group (FY2024): Adtalem, American Public Education, Chegg, Coursera, Laureate, Lincoln Educational, Perdoceo, Strategic Education, Udemy .
- Market positioning: Committee uses competitive market data around the 50th percentile of target total direct compensation as a reference point .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 98.9% .
- 2023 say‑on‑pay approval (triennial cycle, before move to annual): 89% .
Equity Plan Governance
- 2021 Equity Incentive Plan amended/restated Jan 2024 (adding 3.3 million shares); best practices: fixed term, no evergreen, no repricing, minimum vesting, non‑employee director limits, no single‑trigger CIC vesting (except directors), no tax gross‑ups, dividend restrictions .
Risk Indicators & Notes
- CFO transition: Former CFO Troy Anderson resigned effective Oct 11, 2024; bonus and unvested awards forfeited per plan rules .
- Hedging prohibited; Rule 10b5‑1 plans require pre‑approval (reduces opportunistic trading risk) .
- No pledging disclosures noted for Grant; no related‑party transactions disclosed for Grant in the cited materials .
Investment Implications
- Pay‑for‑performance alignment: CEO pay mix is heavily at‑risk with MIP tied to Post‑Bonus Adjusted EBITDA and PSUs tied to revenue/Adjusted EBITDA; FY2024 PSU design removed TSR, increasing focus on operational execution (watch trajectory of revenue and EBITDA toward FY2026 targets) .
- Retention and selling pressure: Three‑year RSU tranches through Dec 2026 and PSU settlements in FY2025/FY2026 could create periodic insider sale windows; however, pre‑approval and anti‑hedging policies, plus ownership guidelines (4x salary), temper misalignment risks .
- Change‑in‑control economics: Double‑trigger cash and equity acceleration for the CEO limits windfall risk yet provides protection; equity value at CIC forms most of potential payout (indicative alignment to shareholder value) .
- Governance quality: Separation of Chair/CEO, independent committees, strong say‑on‑pay support, and Pearl Meyer engagement support compensation governance; monitor any future changes to peer group or metric calibration that could lower performance hurdles .